Brohemian
by Otempora42
Summary: AU, set around season one. Barney and Lily are starving artists living together in a run-down apartment building. Co-fic with idioticonion. Barney/Lily, some Marshall/Lily and Ted/Robin. Sexual content. COMPLETE!
1. Chapter 1

Lily scoops back her long black hair, plaiting it, and scowls at the canvas, placing her hands on her hips. Her smock is stained and rank with oil paint. The wooden floor is spattered with droplets and crazed, multi-colored swirls. The canvas itself looks...

Boring.

Pedestrian.

Nothing like she expected it to.

Trouble is, Lily knows exactly what she wants to paint, she just doesn't know how to execute it. It's like she's always saying to her roommate, she has all these ideas, hundreds of ideas buzzing around, but most of them just result in torn up sheets of wasted paper that she can't afford.

Whoever said the life of a starving artist in New York City was glamorous needs their head examined. Lily thinks back to her days at Wesleyan a few years ago (before she'd dropped out in frustration) and how easy and effortless life had seemed back then. But her trip to Paris had changed her, opened up her world. And somehow, being a student, that was a skin that no longer fitted her.

It's like she's always telling Barney...

He's her roommate - a few years older than her but with even less money coming in. He plays violin with the prestigious New York Philharmonic orchestra - which you would think means a decent salary. But apparently not. The guy's meager existence makes even church mice seem extravagant by comparison. They both make a little extra cash drawing portraits Central Park until the cops move them along. It's nice, working side by side with him, but she wishes he'd have a bit more fun. He's so damned earnest all the time.

Speak of the devil...?

Barney pushes open the door to their condemned apartment in a broken down lot in the most unfashionable part of Manhattan.

"Hey, Lil! Life suck today?" He calls out, swinging his violin case on to its usual home, nestled on top of their single wardrobe.

"Hey, Barney!" Lily grins. "It sucked so hard it gave itself brain freeze!"

"Still working on the bridge painting?" he asks. "Run out of razorblades yet?"

Lily rolls her eyes. "Once! Once I did the razorblade thing. And you're never going to let me forget it!"

He beams at her, loosening his ponytail so that his long, blonde hair fans out around his shoulders. "Sure, goth girl."

"Bite me, hippie!"

It's an old routine they both know well. He unfolds his lanky frame onto their battered couch and stares up at her, hands behind his head.

"So," he says. "I met a girl today."

"Well, that's a shocker," Lily says, sitting carefully on the arm of the couch.

Barney shakes his head. "This one's different." Lily looks at him, skeptically. He says that every time he meets a pretty girl. Barney looks at the clock on the wall. "Hey, she's on!" He goes over to their TV (which is probably older than Lily is) and turns it on. The black and white screen flickers to life as a woman talks into the camera.

"And I'm sure that this story will strike a… _chord_ with all of our viewers," the woman says, with a smile that looks pasted on. "Back to you, Sandy."

Lily raises one eyebrow as Barney stares at the screen intently. "You have actually _spoken_ to this woman, haven't you?"

"Of course I have," Barney says, as if that had never happened before. "Her name's Robin."

"Is she married?"

"Not that I know of."

"Does she have a criminal record?"

"I don't know."

"Is she a neo-Nazi?"

"Hey, you liked Susan."

Lily shakes her head. "You really know how to pick 'em, don't you?"

"Hey, lay off." Barney turns off the TV and sits back down. "Just because you haven't gotten laid since Audrey…"

"That's not true!" she says, defensively. "I mean, there was that time, with that one guy." It's Barney's turn to look skeptical. "Besides, I'm not like you," Lily says. "I don't have to have someone in my life at all times."

"It's not like that," Barney says. "Robin's… I really like her."

Lily knows that it'll be over before the month is out. But all she says is, "Did you ask her out?"

"Actually, I'm meeting her tonight. 75th and Amsterdam. Place called MacLaren's."

"Ugh, sounds like some god-awful sports bar."

Barney shrugs. "Hey, it's something." He yawns and stretches. "So, do we have any actual food today, or what?"

* * *

Sometimes Lily misses pot - what she needs right now is something to get her in that zone - chill her out. She rummages around in their single wardrobe for something classy to wear tonight, something that won't make her look like a twelve-year-old. Trouble is, she and Barney regularly get carded. Even now, even in her mid twenties and his late twenties, both of them look barely legal. The curse of the baby-face, Lily supposes. She just knows they'll both look out of place.

Why do they have to go anyway?

Barney comes out from the bathroom in a cloud of steam and patchouli (a smell that seems to follow the guy around) wearing a long-sleeved sweater and a pair of jeans. Lily has a sudden impulse to scream at him to cut his damn hair and get a life, but she bites it back. They've talked before about her anger issues. Usually she gets them out in her painting but being blocked really isn't helping.

What Lily needs is inspiration, and she's not going to get it from some sports bar. Although maybe if she spends the entire time fantasizing about the whole preppy crowd being massacred...

"Why can't you just go on your own, anyways?" Lily grumbles as she passes him on her way to the bathroom.

"Hey..." He says with his soft voice, looking at her with his gentle eyes. "You're my wingwoman!" He grins ironically and she laughs, flipping him the bird.

"You owe me for this, Barney!" She growls.

"Sure, Lil. Sure."

* * *

It's exactly what Lily had expected. The crowd is full of pretty clean twenty-somethings who look like they've just stumbled out of the Gap. She knows that the high-pitched giggling of bimbos is going to give her a headache by the end of the night. On the plus side, the bartender's kind of cute.

"So, where's your girl?" Lily asks Barney, as he peers across the room.

"She's probably not here yet," Barney says.

"Well, if she's stood you up, I'm not going to hang out here all night waiting for her."

"You're such a great friend."

Lily lets out a sarcastic laugh. "You buying the beer?"

"You know I'm broke," he replies, with a shrug and a grin.

"Well, so am I!"

Barney looks like he's about to reply, but then his eyes light up. Lily looks over her shoulder at the door. A girl with shoulder-length brown hair and really nice legs walks over.

"Hey, Barney," she says.

"Robin." He's grinning like an idiot, and it's all Lily can do to stop herself from rolling her eyes. "This is Lil!" he says, turning to her. Lily nods, and Robin gives her a big smile.

"So, you're the roommate," Robin says.

"Yup. Although, really, he's more like my guest, considering how little money he brings in."

Barney glares at her, but Robin just laughs.

"So," she says, "do you want to grab a booth?"

"Yeah!" Barney says. "Lil, do you want to…"

Lily sighs. It's obvious that he wants to spend some alone time with this Robin chick. "I'll get the beer."

Barney smiles gratefully and leads Robin to one of the booths while Lily goes over to the bar and orders three beers. Why she's paying for Barney's date is anyone's guess.

She leans on the bar and sighs. It reminds her of when she was a teenager, and when sneaking into bars with her fake ID was the biggest thrill ever. But now all she can think is that there probably isn't a single person in this bar who knows who Rothko is. Luckily, Barney'll get bored of Robin soon enough, and she'll never have to set foot in this place again.

Lily is digging through her pockets for money when someone walks up behind her.

"Lily Aldrin?"

Lily turns around. "Ted Mosby?"

The first thing that surprises Lily is how different Ted looks. He's cut his frizz-helmet and his hair is waxed and teased and looking kinda normal. Also, he's dressed pretty smart, like he's a success, like he's sold out and become a regular guy.

Lily remembers when Ted was the most pretentious person she knew. She suspects that, deep down, he's still something of a hipster and she's proved right by the first thing he says to her.

"Hey! It's good to see you. You want a drink? They do a great bottle of Chateau Livran."

"We were kinda getting a beer?" Lily replies, waving her thumb over her shoulder at Barney.

Ted nods in a kind of frantically-casual way. "Oh, right. That your boyfriend?"

A laugh bursts out of her. "Me and Barney? God no!" Then she slaps a hand across her mouth as it's possible Barney's date might have heard her. "No, wow. He's just a friend." Lily's gaze drifts back to the table, then to Ted. Barney and Robin are talking earnestly and she doesn't feel much like being the third wheel. "Hey, Ted, you wanna join us? We can catch up?"

Ted shrugs and smiles vaguely, like he's just being polite, until he spots Robin. Then his eyes light up in a way that Lily has only seen them do once before, in college, whenever he was with his horrible ex-girlfriend, Karen.

Okay, this could be bad, but Ted's already halfway to the booth before she can stop him, leaving Lily to trail in his wake, carrying all the beer. He's already slid into the booth next to Robin and is introducing himself when she finally gets there. She sits down next to Barney and her friend glowers at her.

"Uh..." Lily says, as Robin laughs out loud at something Ted said.

"You're funny," The taller girl drawls, playing with her hair.

This is _really_ bad.

Barney shoots daggers in Ted's direction but her old friend barely notices. He's way too busy hitting on Barney's date.

* * *

Lily wonders if it's possible to be a fourth wheel.

Ted and Robin are clearly hitting it off, if the frequency with which she laughs at his lame jokes and touches his arm was any indication. She could try talking to Barney, but he's glaring at Ted with an intensity that Lily knows better than to get in the middle of.

So she sighs, and sips her beer, and waits for Ted and Robin to go away. Then she'll have to deal with Barney's bitching, but at least he'll talk to her.

"So, Ted," Barney says, with a passive-aggressive cheer that makes Lily consider just packing up and going home, "how do you know Lily?"

"Oh," Ted says, dragging his gaze away from Robin in order to look in their direction. "We went to college together."

"Yeah," Lily says. "He was Marshall's roommate."

Barney frowns slightly, and for a moment Lily wonders if he's trawling his memory for a reference to Marshall. As much as she loves Barney, he's so scatterbrained sometimes that it makes her crazy. But then, surprisingly, Barney suddenly gives Lily a look that says he knows exactly who Ted's talking about.

"Ah, Lil's college sweetheart? He's a lawyer by now?"

Wow - Barney really was paying attention. Lily's still smiling at Barney gratefully when Ted turns away from Robin and nods. "Yep, and he's right here in New York if you wanna catch up sometime, Lily?" She can see Barney bristle at the way Ted is clearly excluding him from the invite.

"Wow, I don't know," Lily says, a little flustered. "Well, I've kinda moved on, you know? My painting... I've got an exhibition at the weekend!" She lies quickly and carelessly, hoping that Barney won't contradict her.

"Hey, we could come to that," Ted grins enthusiastically. "I'd love to see your work. Where is it?"

Lily gulps. _Oh crap._


	2. Chapter 2

Two painful hours later, Lily's digging around in her bedroom while Barney's in the living room, ranting.

"What does that Ted jerk have that I don't have?"

"A decent haircut?" Lily suggests. She barely has to raise her voice to be heard through the thin walls. God, their apartment sucks.

"Oh, hardy har." She can hear the creak of the sofa as he sits down. "Stupid cheesy douche."

"He's not so bad." Lily digs through her dresser drawer. Underneath the condoms and her spare pencils, she finds what she was looking for - ten or so joints. She grabs a few of them in one hand and her lighter in the other and walks back out into the living room. Barney's still scowling when he looks over at her, but his annoyed expression is quickly replaced by curiosity.

"Get your feet off the couch," Lily says. He does so, and she sits down next to him.

"What's up with you?" His voice is softened with genuine concern.

She shrugs and lights up. "It's just..." She takes a hit.

"Is this about the exhibition that you don't have? Because I can always -"

"No, it's not that." Lily pulls out a piece of paper from her pocket. Ted had given her Marshall's phone number just before he'd left with Robin. She sighs and leans back as the pot starts to work its way into her system. "I have his number and I shouldn't call him but I know I will call him and it'll be a huge mistake and I'll hate myself but I'll do it anyway."

"That bad, huh?"

She sighs and takes another puff, holding it in for a few seconds before slowly exhaling. "He was my college boyfriend, you know? I really, really loved him, and..." She shakes her head. "I need to get laid."

Barney swings his long legs up on to the rickety old coffee table and pulls his sweater over his head, leaving him wearing just a white T-shirt and jeans. For a moment, just an instant, Lily finds herself staring at him and instead of thinking "skinny hippie" she thinks "lean and toned" and he feels a warmth spreading through her that has nothing to do with the weed.

"I really need to get laid," she repeats.

He takes the joint out of her hand and places it between his lips, taking a careful toke. Lily catches herself watching him, the way he closes his eyes as he holds the smoke in his lungs, his blonde eyelashes fluttering against his pale cheeks. His lips look oddly sensuous right now, and when he places the joint back between her lips, she swears she can taste him when she breathes it in. This should be silly, platonic, just two friends joking around. But every gesture seems weirdly erotic. Even the way he looks at her seems different.

Lily knows that this is all in her head. It's just remembering Marshall and the dope and seeing Ted and everything. But when Barney turns his head the light catches his cheekbones and suddenly she has this urge to sketch him, quickly, she'd just need a pencil and some paper. She has this weird urge to draw him because he's- and this was probably totally the wrong word but it's all she has- he's beautiful.

"Hello? Earth to Lil?"

Lily shakes her head and puts the reefer in an ashtray. "Sorry, spaced out for a second." She lets out a nervous chuckle. "What?"  
"I was saying that if you really wanted to sleep with someone, you pick any guy - or lesbian - in New York," he says.

"What?"

"Well, I mean, you're smart, you're funny when you're not being mean, you're nice when you want to be, and you're gorgeous even when you're not trying." He says it casually, like a statement of fact, and she knows that it's only because the pot makes him all emotional and earnest, but she can't help averting her eyes, feeling just like a blushing schoolgirl. Which is stupid, because this is her dorky roommate, not the captain of the football team.

It isn't as if she hasn't thought of him like this before - the guy cooks naked, it's impossible not to - but this is the first time she's moved on from thinking about it, to, well... Thinking about it.

"You just need to work on your attitude problem," he says, teasingly. She punches him in the arm, but she finds herself smiling anyway. "Ow!" he laughs. "That really freaking hurts."

"Oh, I'm sorry," she replies, sarcastically. "You want me to kiss it better?"

He makes a "pfffth!" sound. "Who are you? My Mom?" But Lily can see the blush creep over his cheeks and those jeans are tight enough that she can see the slight bulge in his pants. Is he getting turned on?

She scooches over to him on the couch and grabs his arm. "Stop being such a baby and let me-"

"Hey!" His expression darkens and he tries to bat her away with his other hand but she clings on to him. Wow, his bicep feels really... muscle-y... and she finds that she can't help it. It's been way too long since she's gotten laid and this close, he smells spicy and warm and male.

She leans forward and presses her lips against his flesh, just where it's reddened from where she punched him.

She hears his breath hitch as she kisses his arm. She lets her lips linger for too long, and she pulls away too slowly. She looks up at him, still holding onto his arm. He looks back at her, his face unreadable.

She swallows. "Better?"

Barney nods, very slightly. Lily loosens her grip on his arm and moves to pull away, but a strand of dark hair falls across her face. She moves her free hand to brush it away, but Barney beats her to it. His calloused fingers move over her cheek and tuck the hair behind her ear. There's a dark lusty feeling in the pit of her stomach, and she's aware of all of the alarm bells that should be going off right now - he's her roommate - but then he's kissing her and she forgets to protest.

His lips clash awkwardly against hers at first, in that way that lips tend to do sometimes when you kiss someone you've never kissed before. It takes a moment for them both to turn their heads just right, for him to back up a tiny bit so that his lips tease hers. At first she thinks he's pretty inept - just as she always thought he might be - but then he's sliding one hand down the small of her back and she gasps. He slides his tongue in between her lips, just briefly, just exploring, and it's a shock.

She can't have this. She can't have her hippie roommate be the aggressor in-

Lily grabs his face, fixing it with both palms pressed against his cheeks and she lets her tongue flick across his teeth and tangle with his. Her heart pounds, her face, her hands, her groin, all flood with warmth. She hasn't done this in way too long.

Barney moans appreciatively as his hand moves to lightly cup her breast through the fabric of her dress. She swings her leg over his lap, straddling him, and his lips move from her mouth, pressing hot kisses against her jawline and neck. She unbuttons his jeans, shoving them down around his thighs, and she can see the tent in his boxers. His other hand fumbles with the zipper of her dress, and she laughs and pulls it over her head, leaving her naked except for the flimsy wet material of her panties.

A pink flush settles over her skin as he leans back slightly, just looking at her. His blue eyes are dark with lust, and his hands are now gripping her waist firmly. Lily gulps, and runs her fingers over the exposed patch of skin between his boxers and his shirt.  
"Your turn," she says, pushing the white cotton up, her palms running over his smooth abs.

His breath catches as she touches him, and she tries to avoid his elbows as he manages to pull his T-shirt over his head. It's weird, since she feels kind of comfortable with him, but also there's this deep level of freak-out in her gut because... because this is Barney! It's Barney and he's her buddy and her roommate and what if she screws this all up?

He lifts his hips to pull down his jeans and kick them off, but the sudden movement sends shockwaves of pleasure through her. He hears her stifled moan and captures her face in his hands. She can't help but notice his body (he's her friend!) and get lost in his expressive blue eyes (her friend!) and when he shifts his weight on the couch again to lower her down on her back, she stops fighting.

What's the worst that can happen? They have a good time - and he knows just where to touch her - then they get dressed and they laugh about it and they never do it again. What's the best that can happen? They blow each other's minds and this becomes a regular thing?

Kind of. She doesn't want a boyfriend and... oh boy... it's not like he's as well endowed as Marshall but he's way bigger than the last guy she slept with.

Would a friends-with-benefits thing be so bad? Fuck-buddies? It would save him keep getting his heart broken. Save the expense of dates. They wouldn't even have to leave their apartment!

But when he pushes a condom into her hands, the reality suddenly hits her.

She kind of just stares at it, the sharp edges of the foil pressing into her palm. Barney doesn't seem to notice her hesitation, if the way he's pulling her panties down her pale legs is any indication. His fingertips skate over her smooth skin, and she wants to forget it all, forget the consequences, and just let him keep touching her. She's painfully horny, and they're mature adults, right? It doesn't have to be awkward.

"You OK?" he asks, and she meets his eyes, and damn him, he looks genuinely concerned. And even though they're both naked and his hand is on her knee and she really really wants him to fuck her, all she can think about is who he is, and who she is, and how between them they have a list of failed relationships a mile long.

"What are we doing?" she asks.

"Um." He looks confused, like it's a trick question and she'll get mad at him if he doesn't know the answer. "Having sex?" And he smiles at her, and it's kind of frustrating how attractive he is.

"No, I mean..."

He pulls away, and Lily hates herself for having opened her mouth. "I know what you mean," he says.

She looks down. "I don't..." She takes a deep breath. "I don't want to mess this up. You know?"

And damn it, if he doesn't pull back. She grits her teeth in frustration as he turns his face away and his brow furrows in three deeply-etched lines. "But-" he continues, stumbling over his words, "I've seen you naked now. Kinda can't get any more awkward, maybe? And if we've already messed things up..."

Lily pulls him back down again, capturing his lips in a firm kiss. He's right - maybe the damage has already been done and they might as well and it's almost certainly the dope talking but she's got this ache, deep inside. His weight pushes her down into the cushions so that a spring digs into the back of her leg, but Lily doesn't care.

"We might as well..." she says, on the edge of hysteria, and she rips the foil square open with her teeth.

"Way to stick to your guns there," Barney says, laughing. She shuts him up with another kiss, and rolls on the condom as quickly as she can. His hands are everywhere, running down her back, her sides, until his thumb presses against her clit and she moans into his mouth. Her heart's beating even harder now, so hard she'd be surprised if he couldn't hear it. Barney's teeth catch against her bottom lip, and he grabs her waist with one hand as he thrusts into her, hard and sudden.

She lets out a shuddery gasp at the wave of pleasure. His eyes meet hers, just for a second, and then he's pushing into her again, and her vision goes white. She moans his name and digs her fingers into his back, her paint-stained nails leaving red half-moon marks.

Barney feels it, the sharp pain, because Lily sees him wince, but it only makes him fuck her harder, and it's how she wants it, likes it, needs it. It's unexpected, because she's never seen Barney like this, as a passionate lover. She's kind-of always imagined awkward fumbles and whispered poetry but oh dear GOD, he's way better than she expected!

He slides one hand under her buttocks, lifting her just enough to get deeper and, although she's near to the edge and building, she wants to hold off, wants to keep doing this, because once they both come then the consequences will hit them hard.

Then, on the up-stroke, he sends sparks flying through her, and she couldn't give a crap about the consequences.

She cries out, and she's only barely conscious of stream of curses coming out of her mouth. He jerks inside of her, and then he slumps, his chest heaving in time with hers. Lily closes her eyes and leans her head back, letting the last waves fade away. There's still that underlying weirdness, but mostly it's just afterglow, and Lily doesn't want to move, for fear of breaking the spell. Then she feels his lips press against her collarbone and she sighs.

"Wow," she says.

He chuckles. "Wow." His fingers trail down her side, idly, and it sends shivers through her. She would've never expected Barney to be capable of making her come like that, but now she wants to find out what more he can do to her.

But how? Friends with benefits never work out - they'd just end up frustrated and confused, and he'd probably get really hurt. But she certainly doesn't want to be Barney's girlfriend, and she's not sure that they can go back to the way things were. And he's still inside of her, and he's warm and reassuringly solid on top of her, and she definitely doesn't want to move anytime soon.

But he seems to have other ideas. He groans, shifts above her and moves away, levering himself off the couch and up into a kneeling position. The muscles in his biceps flex as they take his weight and Lily wonders just when she started noticing how lean and sculpted his body is. When did he go from long-haired nerd-boy to biceps and abs and fucking into oblivion?

"Uh..." he says, smiling nervously. "What just happened there?"

It's hard to be certain how to take that. With the slight flush spreading across his face and neck, Barney definitely looks embarrassed. But Lily knows she has to decide here and now how to take this forward. She has the option to laugh it off, put it down to the dope, their mutual sexual frustration, hormones, something... anything.

Or she could open up a little? But she's not certain how she feels. Only that she's incredibly turned on, still, even now, even basking in what they've just done, her heart still pounding in her chest.

He looks scared. She's taking too long to answer and she's in danger of spooking him. He flicks a stray lock of gold-spun hair away from his face and tucks it behind his ear, chewing on his lower lip. He deserves the truth.

She sits up, tucking her knees to her chest, and sighs. "I don't know." This isn't the first time she's slept with someone that she knows she shouldn't, and the ending's always the same - sensations turn into feelings, and it never works out for the best. God, she's such an idiot. Why did she think it would be any different this time? She shakes her head and stands up. "Let's just -"

"Lily..." He grabs her wrist, and she sits back down. He doesn't let go, and Lily has to wonder if she's going to get tingles all over every time he touches her from now on. Not that it's unpleasant, but still. "Is it... I don't know." He looks away. "You and me. Is it really such a bad idea?"

"I..." She swallows. "I mean, maybe. I like you, and you like me, and the sex was..." She feels her face heat up. God, what a time for her to turn into a prude. "I liked it."

He smirks, smugly, and it looks a little strange on him. She makes a mental note not to feed his ego any more. But then Barney's expression returns to the nervous kid she knows. "There's a but."

"But," she says, "neither of us are good at relationships." His hand is still on top of hers, and she pulls it away. "And I'd rather go back to being friends and not sleeping together than to risk it." Lily isn't sure how she's going to deal with this newfound lust, but she can give it a shot, at least.

His expression crumples and his disappointment is palpable, but he rallies and says brightly "Yeah. Yeah! Of course. Yeah. Sure. I mean, I wouldn't want to risk it... Either, I mean. So... you know?"

It's weird because they're both naked and she's still throbbing and he's looking at her with those big blue eyes and she wonders if she'll ever be able to resist him. Before she can get herself caught up in knots, he's already gotten to his feet and he's pulling on his jeans and t-shirt. Before he can escape to his room, she catches his hand. She almost blurts that she wants to follow him there and to cover it, to plug the words in her throat, she garbles, "Your eyes- You have great eyes, Barney. If you cut your hair then you could see them."

He snatches back his hand with a look of horror and betrayal, even a little anger. Lily tries to reach out again but he scurries back into his room and the door slams shut behind him. Left alone to pick up her clothing, Lily covers her face momentarily with one hand and curses until the air turns blue. She stalks over to her easel, desperate to take out her anger on some inanimate object, almost punching the blank canvas off its stand. But instead, she snatches a brush from the jar by the window and begins to paint.


	3. Chapter 3

Lily sleeps in until noon the next morning. When she wakes up, her nostrils are assaulted by the delicious scent of toast and coffee and her stomach rumbles loudly. Throwing on a t-shirt and sweat pants, she makes her way, bleary-eyed, into their tiny living room and finds Barney naked at the stove, making breakfast.

"Oh Jesus! Barney!" She laughs, throwing him a dishcloth. "Cover it up!"

"Some thanks I get for making breakfast!" He grins, throwing it back at her. "Besides, it's nothing you haven't already seen!" He waggles his eyebrows.

And to think she thought things might be weird between them. "Do I have to punch you again?" she snaps, and he backs away from her, holding up his hands.

"Hey, this is a peace offering."

"Burned toast?" She wrinkles her nose as she nibbles a piece.

"Not just that. I've got an idea!"

"What?" Lily collapses onto the couch, holding a mug of coffee in both hands.

"An idea about your exhibition. I say we fake it. It'll be fun!"

"Fake an art exhibition? Are you serious?" Lily shakes her head and made a mental note never to have sex with Barney again. She'd promise to give up dope too, if that would help prevent these weird moods.

"I'm serious!" Barney bounds over to her like an over-enthusiastic puppy. "All we need is a space, and a bunch of people who can talk pretentious crap, and your paintings. I know an abandoned loft we can crash, and you can make some flyers. Easy!"

She looks up at him, his enthusiasm touching her through her cynicism.

"Come on! It'll be like a f-you to all those idiots who didn't appreciate you and rejected your work."

Lily pondered this. "Well, the pre-Raphaelites used to set up their own exhibitions. As did the impressionists. Not that I'm an art movement. There's just me. And we've got to do it by Saturday. It's impossible."

"It's not impossible. It's really, really possible. In fact, it's an awesome idea, if I say so myself!"

"Dork," she said exasperatedly. But he was beginning to win her over. Only when he leaned over and kissed her on the cheek did she feel the doubt returning. And something else returning. "Please put some clothes on!" she says, desperately.

He rolls his eyes. "Fine, if you insist." He gives her a wry smile and ruffles her hair. She swallows hard as he turns to go back to his room and whoa, he has a nice butt. How did she not notice that before? He disappears behind his door, and she shakes her head. She wipes the wet spot off of her cheek with her thumb.

OK, so sex hasn't ruined their friendship. Quite the opposite. It's a little different, maybe, but she'll get used to it. And maybe, if they're both cool about it, they could...

No, she reminds herself. Sleeping together again wouldn't be a good idea. But, still. It meant that things like friendly kisses and harmless lusting are OK. Right?

She finishes off her coffee and goes over to the sink to wash out her mug. Her eyes drift over to her easel. Her painting (which she had tentatively titled "Barney Stinson is a Stupid Jerk With Stupid Hair", but that seems kind of mean-spirited in retrospect) is an abstract - a strange mix of blue and gold and red and black, basically her just putting paint on the canvas, but it works, in a weird way. She rolls her eyes. She works for weeks on the bridge painting and gets nowhere, but the one that she made, pretty much without thought, at three in the morning turns out good. Typical.

She walks over to it to get a better inspection. She hears Barney's door creak open. She looks over to see him pulling his shirt down over his chest (face, Lily, keep your eyes on his face).

"What do you think?" she asks, turning back to it.

He bobs over to her, Barney's got this weird, loping walk as though he's never in a hurry to get anywhere. Finally he reaches her and stands in front of the painting, squinting. "It's... really..."

"Terrible," she thinks. "Lame," she clarifies. Even though she likes it, she's not sure he will. And she really wants him to like it.

"Powerful..." He says, after a long pause.

"Is powerful good?" she asks him.

"Er, yeah." He grins at her. He looks so much more alert than usual.

"Don't you have practice?" she snaps at him for no reason.

"I said it was good, Jesus!" he grumbles, making his way back to his room. "Anyway, I said I'd go look for a space to help you set up your fake art exhibition, remember? I know a guy..."

"Technically, what you said is that you knew a place we could crash," she says. "Not the same thing."

"Uh, that's what I meant," he shouts from his room. "Just need to make sure that it hasn't gotten any squatters."

She sighs. "Whatever." She goes into her own room and puts on some jeans and a nicer shirt. When she goes back into the living room, Barney's just about to leave. "So, am I allowed to come with you to see the super-secret exhibition space?"

"Uh, shouldn't you be working on that bridge painting?"

"Please. That thing is a train wreck." She slips on a pair of shoes. "Shall we?"

Barney pauses, then holds the door open for her, and, although Lily's a feminist, she still appreciates it.

The abandoned loft isn't far from their apartment and it's airy, cold but the light is amazing - through large, wide windows, and it's been white-washed, which gives it that trendy, slightly industrial feel. Lily stands in the center of the echoing space and turns around, taking it in. "Wow," she whispers. "Barn, this is perfect..." For a moment, she doesn't think about what this means, about what this might lead to. She doesn't think about how hard it'll be to pull this off, this elaborate rouse. She just imagines her paintings on the wall and gets caught up in his excitement. "I'm gonna-" She whips out her cell and texts Ted the address. She can't go back now. She's in this, no matter what the consequences.

He wanders over from the doorway and she gives him a hug. It's meant to be a thank you, for supporting her like this, for firing her up, for finding this place. But his arm slides around her waist and suddenly her face is turned towards his and it's too easy to kiss him.

It's only for a second - or rather, a second too long. Lily pulls back, blushing. "Sorry." Barney blinks, in surprise, and she looks away. "I didn't mean..."

She feels his fingers and his thumb gently cup her chin. She looks back into his eyes, and he pulls her in for another kiss. It feels natural just to melt into it, to let her body press against his. He wraps her in his arms as he deepens the kiss, his tongue gently pushing through her lips. She doesn't freak out (although maybe she should), but just closes her eyes and enjoys it. And, boy, does she enjoy it.

When Lily finally pulls away, Barney lets her go but his fingertips linger around her waist when they walk back into the middle of the space. She clears her throat and breaks contact, a little embarrassed by the intimacy. "So... uh? What're we going to do? Who will we invite?"

He walks up behind her, sliding his arms back around her waist. "Everyone?"

She shakes her head. "This is just so weird. I don't know what to say!"

"Say you'll do it!"

Lily turns towards him, resolutely. "I'll do it."

He smiles - it's incredible the way his whole face lights up when he smiles.

They just stand there like that for a moment, and it feels awfully... couple-y. But in a nice way. He's tall and warm and he feels good next to her. Not to mention the pulsing between her legs. Lily thinks back to the previous night - would being with Barney be such a bad thing? They like each other, and they like having sex with each other. What more do you need, really?

"Barney, I..." she starts, but then her phone starts to ring. She kind of wants to just ignore it.

"That's probably Ted," he says. "You should answer it."

She nods and pulls it out, whipping it open. "This is Lily."

"Lily Aldrin?"

She almost drops the phone in shock. Barney seems to have noticed her change in expression, because his brow furrows with concern.

"M-Marshall. How did you... How are you?"

He chuckles, and it's too goddamn familiar. She hasn't seen this guy in years, but one phone call is bringing all of the memories flooding back. "I'm good. I'm in New York for at least a few weeks, and Ted gave me your number." She remembers now - she'd given Ted her cell just before she left the bar last night. She'd never thought he'd pass it on to her ex-boyfriend. Douche.

"Great." She looks up at Barney, and she can't really decipher his expression. "We should... see each other. Catch up?"

"Yeah, yeah, sounds good. You know anywhere good?"

She pulls away from Barney, giving him an apologetic look. His fingertips trail her skin for as long as they can before she's out of his grip completely. She walks over to the window and negotiates details with Marshall, all the while looking back at Barney.

It's not like she's planning a date, or anything.

It's nice - talking to him, remembering Hewitt Hall, just pretending she was eighteen again. But when she ends the call, having made arrangements to meet Marshall for lunch the next day, Barney's looking at her strangely.

"Who was that?" He asks, an edge of aggression in his tone.

"Marshall... he's-"

"Marshall, your college sweetheart?" Barney interrupts her. College sweetheart? She makes a face. That's such a Barney thing to say. Like anything is that black and white. "You're having lunch with him?" Barney continues. "What about...?"

He trails off. Lily wonders if he was going to try and define himself as in a relationship with her after what basically was a one-night stand. Because the idea just skeeved her out. And, yeah, they kind of had just been making out, but since when was that a marriage proposal?

"We're just catching up," Lily says.

"Really?" There's that judgmental tone creeping into his voice - the one that shows up in all guys after you sleep with them, sooner or later.

"Yeah, really," she replies. "I can keep my pants on, you know." It was kind of ironic, considering that she'd jumped him the night before, but whatever. "It's not really any of your business, anyway." She doesn't mean to sound so petty, but it just comes out.

He looks hurt and he turns away, shoulders hunching. She turns and walks past him, holding the door open as she walks back into the stairwell. If he's going to sulk then that's his problem. But instead he breezes through the door, his expression unreadable and they descend the stairs together.

"So..." He says, carefully, breaking the silence between them. "You gonna make some invites to your exhibition? We can send them round to a few journalists. You never know who might bite?"

"Can't hurt, can it?" she says, and he shakes his head, shoving his hands in his pockets. They walk in brittle silence for a while. "I'm really not going to sleep with him."

"Well, it's none of my business," he says, petulantly. She rolls her eyes. "Do you still have feelings for him, or something?"

She shakes her head. "No, nothing like that." She swallows. "It's just that... I've never... felt the same way about anyone else like I felt about him. And maybe I never will." And Barney's looking at her, his face plainly showing his surprise and pity, and Lily looks down at the sidewalk. "It's not easy to forget. Is all."

Saying those words, it's weird but it crystallizes something for her. She's never articulated this stuff out loud before. Dropping out of college, she had grand ambitions, wanted to travel, do so many things. The pain of breaking up with Marshall was fleeting, much like the pain of leaving Scooter. She'd understood that if she wanted to lead this kind of life, have this kind of independence, then it would come at a sacrifice.

But it hadn't felt like much of a sacrifice.

But Marshall had made her feel so safe, so happy. She'd never found that again, not for more than a brief nocturnal encounter. Will she still feel that when she sees him again? Is he still single? Maybe he's even married by now?

They keep walking together for a while, not talking or looking at each other.

"I know you'll find someone," Barney says, after a long while. "You're a great girl." She smiles, still not looking at him. He laughs. "Plus, you're pretty good in bed."

She hits him in the arm again, and he just keeps laughing.

They reach their apartment. Barney looks at the clock. "Crap, I'm gonna be late." He grabs the violin off the top of their wardrobe. "See you later."

"Bye," Lily replies, and he walks out the door. As he shuts it, Lily sits down heavily on the couch, the spring that dug into her leg last night still poking at her.

It'll be OK, she tells herself. You can deal with this. The exhibition, Barney, Marshall... it'll be OK.

She keeps telling herself that for the rest of the day. She isn't entirely sure if it helps.


	4. Chapter 4

"You know, for someone who isn't going on a date, you're spending an awful lot of time picking an outfit," Barney says, in a voice that is clearly meant to be teasing, but has a touch too much edge to it. Lily starts as she turns to see him leaning on her doorframe.

"God, haven't you heard of knocking? I'm in my underwear."

"What? I've seen you naked." Lily rolls her eyes. He's so insufferable sometimes. She sighs and holds up two shirts.

"Do I want to go for 'if I cross my arms really tight, I might have cleavage' or 'yes, I own a shirt made of hemp'?"

"What does it matter?"

She sighs and pulls on the first one. "I want to look good." Barney quirks an eyebrow. "It's my ex-boyfriend. I have to show him up."

Barney seems to think about this for a moment, then he grins and bobs his head. "Ah, you're trying to win the breakup? Nice!" He winks at her and gets to his feet, unfolding his long legs out from under him. "Well in that case, you need to wear that black shirt with the silver thread - it's super tight and shows your..." He doesn't meet her eye for a moment. "Well, your assets." Then he lets out a huff of breath, backtracking. "But hey, you sure that's the look you're going for here? The... super... sexy?"

Lily swallows a lump in her throat. Sexy? Barney thinks she's sexy?

"Well, I wouldn't want to seem desperate, or anything." She sighs and sits on the bed as Barney goes over to her minuscule closet. Besides, wearing the black shirt would mean changing her bra, and that could get awkward fast. He's looking through her clothes carefully. "Wow, did you play Barbies when you were younger, or something?"

"I do have a gay brother," he chuckles, as he pulls out a black and white floral fifties-style dress.

Lily laughs. "Barney, I only bought that dress for a family reunion. My mom said that all of my clothes smelled like turpentine."

"Just try it on," he says, handing it to her. She hesitates, and then takes the hanger from his hand. She pulls off her top and steps into the dress. She shrugs the straps over her shoulders, and then lifts her hair and turns her back to Barney. He zips her up.

Lily goes over to the dingy mirror. She looks... cute. But not at all like herself. It's like an identical stranger's standing in the mirror - one who has a respectable job and a husband or a boyfriend. She looks like someone who might've stayed with Marshall.

She turns back to see Barney looking at her. "What do you think?"

"You look..." He smirks, a little wistfully. "You're gonna break his heart." Then his face splits into a boyish grin. "Which is the point, right?"

She spins around in front of the mirror. The dress skims her breasts and her waist, flaring at the hips. It's flattering but she looks too grown up. With her hair up like that, she looks 5, 10 years older. She's not sure she likes it. She's not sure she likes the idea of breaking Marshall's heart, either. Behind her, she sees Barney's hand, lifting out to her, before he checks himself and pulls it away, not realizing she's seen him.

Barney...

She has to put him out of her mind, because things are getting more and more complicated with him by the second and she wants things simple, see Marshall, hold fake-exhibition, go back to her normal life.

But when she turns around Barney gives her a half shrug and pulls on a tattered knitted sweater and his shoulder curl again as he flips his ponytail out from under the collar. He notices the long, appraising look she's giving him and he slinks off to his bedroom without a word.

After removing her heavy eyeliner (which just doesn't seem to fit with the dress), Lily grabs her purse. Time to put on her game face.

Time to face Marshall again.

* * *

Lily sits in the restaurant, smoothing her palms over her skirt. Marshall isn't late yet, but every second feels like an eternity. She keeps looking over at the door.

Maybe this is a mistake. She's gone for almost six years without seeing Marshall - why should she need to talk to him now? She'd left him, after all. Plus, what with Barney...

She shakes her head. No, her thing, whatever it is, with Barney shouldn't matter. She's been on dates two days after one-night stands before. It's just that, this time, she slept with someone she likes and trusts, instead of some complete stranger.

Did she just call this a date?

She's seriously considering just standing up and leaving when she sees Marshall enter, ducking his head slightly under the low entrance. He's wearing a suit (he must've come straight from work), and he's gained a little weight (she notes, with a hint of satisfaction - one benefit of being a starving artist is that you never get fat), but mostly he looks just the same as he did when they were together.

He looks over and grins at her. She gives him a small wave.

This might not be so bad.

It's only when Marshall gets close that she sees the change in his eyes. He's hardened somehow; he's different in ways that she just can't define. When he embraces her, his huge frame fitting so perfectly around her, protectively as ever, she thinks she may have imagined it. But then he pulls back and there it is again, in his eyes. He's gotten older and wiser without her.

There was always a certain innocence about him, a certain naive enthusiasm that Lily appreciated when they were together. He threw himself into everything headlong, and he had a bright wit, and agile mind, it was like he loved learning about the world and everything seemed fresh and new when viewed through his eyes.

But now he seems jaded somehow, his smile was a little false, a little more appraising and a lot more guarded.

And it saddens her, not just because Marshall's grown up, but because she knows she has, too. They're no longer kids, no longer have that youthful idealism. She figured that, if anyone could hold onto it, it'd be him, but apparently that's not true.

Lily realizes that she's been staring. "Hey," she says, cautiously.

"Hey," he replies, sitting down across from her. They sit in silence for a moment.

"How're you?" he asks, in the same moment that she blurts out, "How have you been?" They chuckle. "You first," she says.

"Um, not much. Just graduated from law school. That's why I'm in town, actually - I had an interview with the NRDC."

"Oh, wow," Lily says. "Just like you always wanted!"

He smiles, and it seems a little bit more like Marshall, her Marshall. "Yeah."

"So, where would you be working from? Minneapolis, or Chicago, or somewhere?"

"Um, actually," he says, looking down at his napkin, "the office is here. In the city." He clears his throat. "So, what about you? You still painting?"

Maybe it's Barney's influence, maybe it's the glass of wine she just drank while waiting for him, but she manages to slip smoothly into the lie they've concocted together. "Oh, it's going okay," she says with a small smile. "I've got an exhibition this weekend. Nothing really grand, but maybe you'd like to stop by?" She takes a flyer out of her purse. It looks pretty good - a friend of Barney's from the orchestra helped them put it together on his computer and just the process of designing it really inspired her. If she could just make enough money she'd buy a laptop and a drawing tablet and maybe start branching out.

"Oh? Great!" Marshall says and looks away with an unreadable expression. There's a pregnant pause and Lily wonders what exactly he's stopping himself from saying. He was never any good at lying and although he's got better at being a cool guy, she can tell the signs.

"Yeah," she stumbles onwards, trying to close the gap of silence. "I invited Ted too. You know, it was weird to bump into Ted..." She proceeds to tell Marshall the embarrassing story of Barney's date and the big guy begins to relax.

He looks so good, she thinks, her thoughts racing. And he's moving to New York. Her heart still flutters a little when she looks at him and she's filled with nostalgia.

"So," Marshall says, kind of hesitantly. "You seeing anyone?"

She shakes her head. "Nope." Normally she'd follow that with the usual spiel about how she's not looking for anything, she's too young to be tied down, and so on. But she doesn't this time. "What about you?" A quick glance at his hand confirms that he's not married. She's kind of glad - it be just too surreal if he'd already got his wife, kids, and dogs, like he'd always wanted, when she hasn't even had a relationship that lasted more than two months since... well, him.

"Oh, no," he replies, chuckling. "A few girlfriends, but nothing that really worked out."

Lily nods. She can't really contain herself. "How many?"

He looks a bit shocked at her bluntness, and she takes a sip of wine, averting her eyes. Then he laughs, good-naturedly. "Including you, six. What about you?"

She laughs, nervously. Six? He's only seen another five women in the entire time since they split up? Oh, that's bad. She's having a hard time remembering how many guys she's been with. It's not that she considers herself to be that loose, it's just that with a roommate that never judged her, and the kind of acquaintances who don't adhere to conventional morality...

But suddenly he puts all that under the spotlight. Suddenly he shines a light into the dubious corners of her life. She laughs nervously. "Yeah... about the same for me." She mumbles into her wine. "Give or take..."

He looks kind of skeptical, but he goes with it. "So, you live around here?"

"Um, not too far." She smiles. "My place is kind of a dump, though, if you want the truth." She wonders if this sounds like an invitation. She hopes not - for one thing, Barney's probably still home, and she doesn't even want to think about the potential for awkwardness that could ensue if he and Marshall met.

The waiter arrives, and Marshall has a hamburger, while Lily picks the Greek salad. She prays that Marshall doesn't notice that it's the cheapest thing on the menu. It's not until it arrives, the olives nestled among the lettuce leaves, that she even remembers their silly theory.

But he doesn't seem to notice as she skates an olive around her plate with her fork. Instead he's talking about Ted, and an offer that their old friend has made for Marshall to live with him while he gets on his feet.

"I just don't know. I kinda want to strike out on my own. But it's so expensive here, you know?" He looks down at his plate, somewhat forlornly.

He doesn't know the half of it. "You should try living with my room mate," she laughs. "At least Ted knows how to clean a dish. And he doesn't keep you up all night..."

It's not until Marshall looks up from his plate and gives her a questioning look that Lily realizes what she's said; what it sounds like. "No, I mean..." she clarifies, laughing nervously. "He's a violinist. He tends to practice at 3am." Then she can't help it, she begins to babble. "I mean, you've heard cats going at it late at night? They ain't got nothing on Barney. You know?" Marshall's got a kind of glazed expression.

Why is this so hard? It used to be so easy to talk to him.

"So, your roommate's a guy?" Lily imagines that Marshall thinks he's making small talk, but she knows that he doesn't come from the sort of place where a man and a woman can live together and not have...

Oh, wait. Crap.

"Not... not like that," she says, even if it is sort of like that, truth be told. "He's... we're just friends." She laughs and picks at her salad. "He's a nice guy, but he has a ponytail, for crying out loud."

Marshall chuckles. "OK, OK. Point taken."

They drift back into silence, and Lily wonders if maybe they've been apart too long. But when it's time to leave, and he pays for the both of them (he's still got that old-fashioned chivalrous thing going on), she feels a tingle inside that she hasn't felt in a long time. And just before he calls a cab (which she can't afford) he kisses her. It's a long, lingering kiss that makes her stomach flutter and her heart pound in her chest and her body ache for more. It's not like they haven't made love a hundred times, but she feels like this is new.

"Please come to the show?" she begs him, her fingers lingering on his arm. She's swept up in the excitement of this, and it may all go horribly wrong. But right now she doesn't care.

He nods, and kisses her forehead. "I'll be there," he says, and she can't stop herself from smiling.

"See you Saturday, then." She wants to invite him back to her place, but she knows that it wouldn't be a good idea. She's still a little unsure about this, and, besides, she'd have to kick Barney out.

He grins. "Saturday." He opens the taxi door for her, and their hands linger as she slides in. Finally, Lily closes the door and waves him goodbye. She waits until the taxi turns a corner before she stops the cabbie and gets out to walk the rest of the way home.

Maybe the time they've spent apart is a good thing. Maybe they can start over. Maybe they can just fall back in love with each other. It'll be nice.

Lily finally reaches the apartment. Barney's sitting on the couch, playing something fairly mournful on his violin. He's fixed in concentration.

She tries to sneak past him and she almost succeeds but just as her fingers fall on the door handle to her room, he stops playing.

"Hey," he says. He doesn't ask her how it went. Is he jealous? Jesus, no, it's Barney. They had one thing, one, reefer-fuelled thing. One night. One.

"It was... nice," she says because she needs space to think. He shrugs and just looks at her with those big, blue eyes, his forehead crinkling into three lines.

After a beat he shakes himself and says "Ah, good?"

"Later," she says, curtly, and hurried into her room, closing the door tight shut. She needs rest if she's going to work on any more paintings for the exhibition.


	5. Chapter 5

One thing to be said for Barney - when he wants something done, he goes all out.

Lily leans on the bar, sipping a glass of white wine (she would have preferred a beer, but whatever). He'd seemingly invited everyone she had ever known ever, as well as quite a few people that she didn't. Her paintings are hanging on the wall, and people are looking at them. It's almost like being a real artist.

Now, if only Barney would turn up.

She'd woken up at nine AM (early for her) to find a note on the door, reading, "Have to get a few things ready, be at the exhibition at four. - B". She hadn't seen him since. Of course, she'd barely seen him this week, anyway. Between rehearsals, organizing this, and what she suspecting was him avoiding her, they'd barely said more than two words to each other since her lunch with Marshall.

Speaking of, he wasn't here, either. If he was even showing up. Maybe he forgot?

Someone taps her on the shoulder, and she turns to face them. It's that Robin chick, from the bar, smiling at her.

"Hey!" Robin says, brightly. "This is really great show you've got."

Lily laughed. "Thanks. It's not that good, but whatever. You here with Ted?"

Robin's about to reply when there's a ripple of voices across the open space of the room, coming from the door. Robin moves to position herself so she can see who's just arrived and Lily tries to follow her, but there are so many tall freaks between her and the door. She wishes for the hundredth time that Barney was here with her just so she could ask him who was causing all the fuss.

Robin chuckles, low in her throat, and says under her breath "Hel-lo salty goodness!" before pushing her way through the crowd, leaving Lily holding an empty glass of wine, looking after her disconsolately. After a few minutes of catching up with some friends, she pushes her way to the door and sees Robin talking with some blond guy in a suit. Lily finds herself sneering a little. Yeah, the guy's super-hot (from the back) but she doesn't even know him (is he a buyer?) and he shouldn't cause all this fuss.

Then he turns around, a ghost of a smile on his lips, his blue eyes sparkling with a confidence and humor that make him almost unrecognizable.

Barney?

Lily's mouth goes suddenly dry and she barely gets out his name before she's jostled from behind and someone's calling her name and she finds herself flanked by Ted and Marshall.

Marshall hugs her first, so tight that she can't really breathe, and then, once he lets go, Ted puts his arms around her. She hugs back, feebly, but her eyes are fixed on the guy in the suit. He's turned away. It can't possibly be him. He'd never cut his hair and put on a suit. It's almost laughably un-Barney. He makes fun of guys like that.

It can't be him.

"This is really great, Lil!" Ted says, enthusiastically, and Marshall nods, grinning. She turns and smiles back at them, and for a moment she's back at Wesleyan, and it's like the first time she had a painting shown in the local gallery.

But her eyes drift back over to Barney... NOT Barney, she means... and Robin. She's leaning on the wall, and he's got an arm rested next to her head, and they're having a conversation, and suddenly Lily feels a strange pawing at her gut.

"Weren't you coming here with Robin?" Lily asks Ted, abruptly. He looks sheepish.

"I kind of messed that one up. I sort of..."

"He said he loved her on the first date," Marshall says, laughing. Lily can't help but let out a gasp, covering her mouth. Ted rolls his eyes.

"OK, OK. Not my finest hour, I'll admit. But, hey, she came to the exhibition, right?"

"Looks like she's busy," Marshall says. Ted peers at not-Barney.

"Isn't that your roommate?"

"You mean, the one you stole Robin from?" Lily's joking, mostly. When Ted looks confused, she clarifies. "You totally hit on her when they were on a date."

"That was a date?" he asks. "Barney and Robin were on a date?"

"Uh, yeah."

"Oh." He pauses. "Why'd he bring you along, then?"

Lily just shrugs, and looks back over. The guy's turned in her direction. Oh, Christ, it's definitely him. And he looks... wow. Really, really...

She puts her arm around Marshall's waist just in time for him to look over at her. She looks away, back at Marshall. "So," she says. "What do you think?"

Marshall smiles. "Hey, it's great, Lil. In fact, I was thinking I might buy something. You know? To go in my new place."

Ted gives Marshall a look, but Marshall puts his arm around Lily and guides her over to a slightly less crowded corner of the exhibition space.

Marshall lowers his voice and says, "So, how much do your paintings go for? I was thinking five hundred?" He winks and she flushes with humiliation. He's playing with her; making fun of her. It's cruel and she wants to snap angrily at him. But he fishes out his wallet and begins to count out the money in fifty dollars. She begins to shake her head and protest but he silences her.

"W-which painting did you w-want?" she stammers.

He looks around the room, thoughtfully. Lily flushes, a little embarrassed. She should insist that he doesn't have to pay, that she doesn't need his money. But she does, and five hundred dollars... well, it'd pay for groceries for a while, at least. Sometimes - not often, but sometimes - she wishes she'd followed through with college, so she could get a real job. Living hand-to-mouth sucked.

His eyes settle upon the painting next to them. "How about this one?"

Lily swallows. It's the painting that she made right after she and Barney slept together, one that she still referred to as "Barney Stinson is a Stupid Jerk with Stupid Hair", which was not only petty and childish, but also apparently factually inaccurate. She stares at it, trying to come up with an excuse - any excuse - that would mean that Marshall couldn't have it.

She's about to open her mouth when she hears a male voice from behind Marshall. "Actually, that one's mine."

Marshall turns around, and Lily sees that it's Barney. She feels something in her chest tighten. Wow, he looks good. She was totally right about the eyes. Barney's face bears a slightly annoyed expression, and he looks up at Marshall, challengingly.

"Um. You two haven't met, have you?" Lily says, awkwardly. "Marshall, this is my roommate, Barney. Barney, Marshall."

Marshall holds out his hand and there's a flash of old Marshall in his amiable grin which surprises Lily. Barney narrows his eyes and for a moment Lily's afraid that he won't shake Marshall's hand, but he does, with a curt "dude" of greeting.

Then Marshall puts his foot in it. He chuckles condescendingly and nudges Lily in the ribs. "Hey, didn't you say he had a pony tail. Hey, you no longer a hippy, Bro?"

Lily flushes again, willing Marshall to shut the hell up. She sees two high points of color appear in Barney's pale cheeks and she wonders if it's too late to pull an Elizabeth Swann fainting fit at their feet and disarm the bomb that Marshall's set to ticking. Thing is, she hasn't even had a chance to talk to Barney herself, to compliment him on his makeover (if that's not too weird) or thank him for all the hard work he's done creating an exhibition out of nothing.

Then Robin sidles up to Barney and slips are arm through his. "Oh, hey," she drawls, looking Marshall up and down. "Lily, you want to introduce us?"

Something nasty wells up in Lily. Robin's all over Barney, and then she's looking at Marshall like that, and Lily's all for sexual freedom, and she'd never normally think this (mostly because of the pot calling the kettle black), but the word "slut" flashes through her mind. She feels terrible as soon as she thinks it, but that doesn't stop her from taking Marshall's hand.

"This is Marshall," she says. She doesn't really know how to qualify that, so she hopes that her body language will do her talking for her.

"They were together in college," Barney says, with a hint of acid in his voice. Lily glares at him, hoping that he behaves himself, but he ignores her. "What're you even doing in New York, anyway?"

"I'm working for the NRDC at the moment," Marshall replies. If he notices Barney's hostility, he doesn't let on. "I'm a lawyer."

Robin raises her eyebrows. "Wow." She holds out her hand. "Robin Scherbatsky. Metro News One."

Marshall laughs. "I knew I knew you from somewhere! The ukulele-playing chimp, right?"

She chuckles. "Yeah, that's me. So, what's working for the NRDC like?"

As Robin and Marshall talk, Lily glances over to Barney. He looks so different. He's all sharp edges and hostility, and she wishes she had never gone to that stupid sports bar, that Barney had just gone home with Robin, and none of this would be happening. But the thought of Barney and Robin also makes her strangely uneasy.

Barney meets her eyes, briefly, and then unhooks his arm from Robin's, and goes over to another painting of hers. Lily excuses herself and follows him.

They stand together for a long minute full of heavy silence. The painting he's looking at is the oldest one in the show, one that's been in their apartment almost as long as she's known him. Lily begins to think that she should just walk away and leave him to his thoughts, then he clears his throat.

"I'm- I'm sorry," he says, turning towards her, and suddenly the apologetic expression on his face is so normal, so Barney, so /her/ Barney, that Lily finds herself relaxing for the first time that evening.

"It's like... I put on this suit and this..." He waves a hand over his shorn hair. "And suddenly it seems like I'm turning into the jerk just like all the other suits in this city. I should have let him buy your painting."

Lily opens her mouth to interrupt him but he reaches out, his hand hovering in the air between them. He's standing so close that she can see the string calluses on his fingertips, the engraved detail on the silver cufflinks through his white shirt cuffs.

"Lily," Barney says with a sigh. "I'm just... Sorry. Okay? What can I do? To help with this?"

Lily glances over at Robin, who's talking animatedly with Marshall. That word, that horrible word, it floats in her mind again. The only thing she wants from Barney is for him not to sleep with the tall bitch standing over there.

But Barney is waiting for her response, smiling uncertainly.

"You don't..." She laughs. "You've done so much already. I mean, look at this!" She turns to look around the room, at people looking at her artwork. She looks back at him, and he's smiling, almost bashfully. "It's great."

He just shrugs, and she notices that his suit doesn't quite fit him as well as it could. It's almost a relief - it's less like Barney's been replaced and more like he's playing dress-up. More like, when they get home, he'll be back in a T-shirt and jeans, and he'll take off the short wig and be, well. Barney.

"Well," he says, self-deprecatingly. "I'm awesome."

Lily giggles. Barney grins back at her, and there's a tightening in her chest. God, he looks good.

"I like the... hair," she says. "Brings out your... bone structure." Her speech is halting - she's afraid to say the wrong thing.

But he looks down at the floor, smiling shyly, mumbling some reply. His hand closes the space between them and holds on to hers briefly, before there's a touch on her shoulder. There are so many things Lily wants to say suddenly - how Barney's way more perfect for her than Marshall ever was, how she wants something from Barney that she doesn't know how to even articulate. Maybe it's a just another kiss? Maybe it's more than that. But something flutters inside her like a trapped bird and she doesn't get to say any of those things because the hand belongs to another person she doesn't know.

Throughout the evening, she sells six paintings and gets commissions for two more. One guy even talks about hiring her to produce new works for his chain of restaurants. It's incredible and she's walking on air for the next hour until an accidental glance over at the door deflates her. Through the crowd she sees Robin, touching Barney's chest then embracing him. Then, in the next minute, Lily catches sight of the two of them leaving together - Robin's red dress and million-dollar smile and the back of a suit.

For the rest of the show Lily tries her hardest to rally, tries her damnedest not to show that inside she feels like a burst balloon. She tries to enjoy this success, knowing how rare it is in her world. She's got more money than she knows what to do with and there's even a reporter who writes up her show. The girl flirts with Lily and she's pretty sure that, if she swung that way, she could get a rave review the next day.

But all she can think of is Barney.

She runs into Ted later on, who seems to be moping because the free wine has long since been depleted. "Hey Lil!" Her old friend greets her with a smile. Marshall is nowhere to be seen.

She manages to force out a small, thin-lipped smile. "Hey." The room's pretty much empty now - she should probably take down her paintings, go back to her apartment. She has no idea whether Barney is at their place or at Robin's, and the last thing she needs is to walk in on something. Oh, God, they're probably doing it right now. Her throat squeezes tight, and she shakes her head, trying not to think about it. "You enjoy the show?"

Ted nods. "Yeah, it was great! Didn't see much of Robin, though." He adopts that tone of voice that he probably thinks is casual, and Lily can't help but smirk. "Did you see what happened to her?"

Lily mumbles something that sounds suspiciously like "probably fucking Barney".

"What?"

"Where did Marshall go?" she asks, brightly.

"He had to leave," Ted replies. "He wanted to say goodbye, but you looked pretty swamped out there?"

Lily nods. She's kind of glad she didn't get to see him - she doesn't know how she'd look him in the eye.

Ted looks at her, concerned. "You OK? You look kinda sick."

She shakes herself and manages to say, "I'm fine. Just tired I guess. And there's all this stuff to clear up..."

Ted looks around in confusion. "Don't the organizers have people to do that stuff?"

Lily turns towards him. There are only a few stragglers left and she's sick of this charade, of being left with nothing at the end of the night. "Ted, the organizers is me." And Barney, she adds silently. "This whole thing was just... self-promotion." A foolish game, she thinks, as her gaze drifts once again to the door.

But Ted's reaction surprises her. "Wow, that's awesome! You did this all by yourself? But- But it looks so... Wow! So how much did you sell?"

Lily turns back in confusion and flicks through the receipts she's holding. "Enough to keep me going for six months," she says, shaking her head.

"That's... awesome!" Ted says, like he's got stuck on that word. "That's amazing Lil."

She nods, but her lips turn down and she shakes her head. "It is..." Her eyes fill with tears and - what the hell? She's just tired and emotional but she remembers Barney's smile, his dancing blue eyes, and she wonders why all she wants to do is hold him right now while he's in some skanky, gorgeous, long-legged girl's bed.

"Shit," she exclaims, and begins to tell Ted all about it.


	6. Chapter 6

Lily gets home an hour or two later. It's obscenely late, and she's completely exhausted, both physically and emotionally, and all she wants to do is crash on the bed.

She puts down her armful of unsold paintings and throws her purse onto the couch. It's only then that she sees the jacket and the tie slung over the back, and her heart sinks. So they did come back here. The door to his bedroom is closed, thank God - if she saw them in there together, she might actually have a complete meltdown. It's bad enough that she broke down in front of Ted.

She collapses on the couch. She can't forget what Ted had said - So, you're in love with him? She doesn't know - she just knows that this is very, very bad. She puts her head in her hands and groans.

Lily's just about to go to bed and wallow in self-pity for the rest of the night when, with a bang, the bedroom door swings open and someone shouts "Surprise!" Lily, naturally, screams her head off as a champagne cork hits her in the arm.

Barney yells out and clamps his hand over his mouth as she rubs her arm. He dashes her to her side, his arms flailing, spilling champagne everywhere. "Oh crap, Lily! I'm so sorry!"

"What the hell, Barney?" She rages, her anger suddenly over-riding her confusion.

"I- I- I thought we... you? Celebrate?" He holds up the half-bottle of champagne weakly.

She looks over at him. His shirt sleeves are rolled up, and his collar's unbuttoned so that she can see his neck and hints of chest hair, and he looks really worried that he's hurt her. Her anger slips away as easily as it came.

"You're not hurt, are you?" he asks, and she shakes her head. Lily looks around.

"Where's Robin?" she says without thinking. Barney's forehead furrows in confusion.

"How should I know?"

"Didn't you..." She pauses as it hits her. They didn't leave together. They didn't sleep together. Lily grins and takes the bottle from him. "So, where are the glasses?"

He laughs uncertainly, going to the sink to get a couple of mugs. He fills them both with the bubbling wine and pushes one into her hand.

Lily holds the mug and can't help but laugh. Champagne in mugs? Her roommate in a suit? What in the hell? She has no idea what to say so she holds up her mug and tries not to stare at him, at how his cheekbones look so sharp in this low light. At how that damn shirt looks so great on him.

"To... what? What do we toast to?" She asks.

"To you, lame-o!" Barney laughs. "Your success."

She really just wants to kiss him. Her eyes linger on his lips as he takes a sip of his wine.

"Couldn't have done it without you," she says, sinking down on the couch. Lily takes a sip of the champagne. It's not exactly quality stuff, and the slight tinge of coffee doesn't help, either, but she manages to stop herself from grimacing. "How did you pull it off?"

Barney shrugs and plops down next to her. "I know people." He smiles, boyishly, and brings the mug to his mouth again. He chuckles. "This is kind of disgusting, isn't it?"

"Only a little." They're sitting too close, their shoulders brushing, and Lily remembers the last time they sat together like this, when they'd ended up fucking on the couch, and when he'd become, as well as sweet and fun and thoughtful, undeniably sexy. Lily'd been so afraid to lose their friendship. That had worked out, at least, even if that's not what she wants anymore.

"I saved the painting," Lily says. "The one you liked." She points over to the abstract. Barney smiles, but then looks confused.

"You mean you didn't let Marshall have it?"

She blushes, still a little shaky from her confession to Ted. "No..." She doesn't know what to say, what to do around him. Her mouth is furry from coffee-flavored champagne and she can't even look him in the eye. Then suddenly his fingers are on her face and his lips are pressing against hers and oh shit, it's happening again. But this time, it's different.

He cups her face as he kisses her, his tongue teasing her lip. It's like a sigh of relief, an easing of tension, and Lily wraps her arms around his waist. God, she could kiss him forever.

But then he pulls away, and scoots away, and Lily misses him like anything. "I'm sorry," he says, not looking at her. "I shouldn't. Not when you're with..." His eyes screw shut. "Marshall seems like a nice guy."

She shakes her head and reaches out to grab his arm. "You idiot..." She breathes with a half-laugh. Sure, Marshall ignited a whole bunch of feelings that had lain dormant for a long time. But those feelings had flared and died just as quickly, leaving her confused and yet certain at the same time. "Jeez, Barney... Marshall's so not in the picture right now."

"But you were all over him at the exhibition," he says. He looks confused and somehow hopeful at the same time. Lily remembers how she felt when she thought he was with another woman, and wonders if he's been feeling the same way all week. Suddenly, she feels like a complete idiot for not figuring this out sooner.

"I was..." She laughs. "I was jealous. I thought that you were going home with Robin, and I thought I saw you leave together, and I was completely miserable for the rest of the night."

He reaches out and tucks her hair behind her ear, his hand lingering on the side of her face. He's smiling incredulously, like he can barely believe that she's here, and she's so far gone, it's not even funny.

"I'm not with him," she continues, all in a rush. "And if I was, I shouldn't be, because..." She swallows. "I'm crazy about you."

The words are barely out of her mouth before he kisses her again, hungrily, like he can't get enough of her. Lily's hands sink into his short hair, and her heart pounds in her chest. Eventually they surface for air, his knuckles brushing over her forearm, him grinning down at her. She likes it. Her fingers continue to play with his hair, and he chuckles.

"I was hoping you'd like it."

She laughs. "I do."


End file.
